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HomeMy WebLinkAboutU.S. Cellular 2008-04-01U.S. CELLULAR EVENT SPONSORSHIP AGREEMENT This Agreement is made between United States Cellular Corporation ("U.S. Cellular"), a Delaware corporation, and the organizer identified below ("Organizer"). Organizer shall provide the services identified herein, in accordance with the Terms and Conditions and the Exhibits identified below, which are attached to and made a part of this Agreement. Organizer: Event: Effective Date: Term Of Agreement: Renewal or First Refusal Right (if checked): Sponsorship Fee: Exhibits Attached (if checked): Addresses for Notice: City of Ukiah, a California municipal corporation.. 2008 Sunday in the Park Concerts, as more fully described in Exhibit A. April 1, 2008. Effective Date to August 31, 2008. Right to renew, as set forth in Exhibit B. RX Right of first refusal, as set forth u1 Exhibit B. $5,000.00, payable as set forth in Exhibit A. X X X Exhibit Exhibit E - Other Terms U.S. Cellular: U.S. Cellular Corporation 4700 South Garnett Road Tulsa, Oklahoma 74146 Attention: Sergio Apodaca, Sponsorship and Event Manager Organizer: City of Ukiah Sundays in the Park Concerts 411 West Clay Street Ukiah, California 95482 Attention: Jane Chambers, City Manager Exhibit A - Event Exhibit B -Promotional Benefits C -Trademarks Exhibit D -Cellular Products and Services With a copy to: Stephen P. Fitzell, Esq. Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 U.S. CELLULAR EVENT SPONSORSIII TERMS P AGREEMENT Section 1, Event AND CONDITIONS 1.1 Organizer shall and Promote during the term will co shall be of a of this A r ntulue to sanction quality at least comparaablejto the the event or 'oevents rganize ent' , admmister, conduct quali ty of other sidescribed on Exhibit A „ ' and 1.2 Organizer milar events, - Event,,), Which (a) Provide the promotional benefits in Eft I3 fib) Create, administer the Event in a timely fashion. 'Promote, Publicize, and disselull1ate information CO21cerning (c) Assist U.S Cellular in its communications conductind) Cooperate the With U.S, Cellular, its sponsorship. g Event. its agencies, and other media 1'3 in Promoting Organizer reco public i mage and business reputation glazes the importance Organizer, its agents . °f U.S. and Cellular's s Organizer , and others associated Organizer shall use its b P°nsorshi to Y O11 U.S. Cellular's public irna with the Event do not best nraefforts to ensure that i the ac llular s da ge' good will, or business r ege, detract from dons of 1.4 As between , or reflect production of the een Or putation. Event Organizer and U.S. Production, broadcast ' includil Cellular, Or facilities g entering into an ganizer shall be solel , or site of the y agreements and y responsible for Section 2, Event, and all th ain$Zgpermissions regardin alts therefrom. g the Organizer grants to U.S, Cellular the Section 3, sponsorship rights describe d it Exhibit t B Advertising and Merchandising 3.1 regardg All material designed to materials or otherwise refer Publicize brochures to the Event or , advertise mu1ounce , tickets U.S. Cellular's Sponsorship 8 onsorsote, disseminate ments and ,media advertisi1 hi U-1 formation to Publicize, advertise print advertis' g ("Adveg oin any type P' mcludin m , such as g si gns, press „Advertisirl , PrO1note, or other g and Promotional dio and television commercial g and Promotional wise refer to the Materials" programs, clothil g. Materials, Event or U.S. Cellular's sponsorship material specificall s°uvenirs, and but not li designed y identified memorabilia united toe P°nsorship, Other than as such, shall: („Promotional M quipment, unifo oth erchandise"), whether orIs, vent similar events Be of a high standard of quality at least comparable to the quality (b) Be of a style appearance, and (c) quality as to Bear appropriate trademark the best exploitation of the and copyright Event. notices. 2 (d) Be free from product defects, merchantable, and fit for its particular purpose. 3.2 U.S. Cellular shall have the royalty-free right to produce, sell, and distribute Promotional Merchandise, including Promotional Merchandise bearing Organizer Trademarks, i i advertising and promoting the Event and its sponsorship. Any such Promotional Merchandise that bears Organizer Trademarks shall be subject to Organizer's approval, which shall not be unreasonably withheld. 3.3 Organizer shall have the royalty-free right to produce, sell, and distribute Promotional Merchandise bearing U.S. Cellular Trademarks in advertising and promoting the Event. Such merchandise shall be subject to U.S. Cellular's approval. Except for Organizer Trademarks and Event Trademarks, Organizer shall not place any other trademark, service mark, name, logo or design on Promotional Merchandise bearing U.S. Cellular Trademarks without U.S. Cellular's prior written consent. 3.4 If any Promotional Merchandise manufactured distributed, or sold by either party shall be defective in material or workmanship or otherwise fail to conform with the terms of this Agreement, the other party may, un addition to its other rights, require destruction of such goods or the alteration to remove the trademarks therefrom, at the sole expense of the owner of such merchandise. 3.5 If U.S. Cellular desires to purchase any Promotional Merchandise that Organizer has licensed a third party to produce, sell, or distribute, Organizer shall require such licensee to sell such merchandise to U.S. Cellular without Organizer's royalty thereon. Organizer and licensee shall certify the amount of any royalty applicable to such merchandise. Section 4. Trademarks 4.1 U.S. Cellular Trademarks. As between the parties, U.S. Cellular trade names, trademarks, service marks, and logos, including those identified on Exhibit C ("U.S. Cellular Trademarks") are and shall remain the property of U.S. Cellular. Organizer may use U.S. Cellular Trademarks solely for the purposes of advertising and promoting the Event, subject to U.S. Cellular's prior written approval of such uses. Organizer shall not register, apply to register, or claim any rights in any U.S. Cellular Trademarks. All uses of U.S. Cellular Trademarks by Organizer shall inure solely to the benefit of U.S. Cellular. 4.2 Organizer Trademarks. As between the parties, Organizer trade names, trademarks, service marks, and logos, including those identified on Exhibit C ("Organizer Trademarks") are and shall remain the property of Organizer. U.S. Cellular may use Organizer Trademarks in advertising and promoting the Event and U.S. Cellular's sponsorship, subject to Organizer's prior written approval of such uses. All uses of Organizer Trademarks by U.S. Cellular shall inure solely to the benefit of Organizer. 4.3 Event Trademarks. As between the parties, any Event trade names, trademarks, service marks, and logos (if any) identified on Exhibit C ("Event Trademarks") are and shall remain the property of Organizer. Organizer shall use Event Trademarks solely for the purposes of advertising and promoting the Event during the term of this Agreement. U.S. Cellular may use Event Trademarks in advertising and promoting U.S. Cellular's sponsorship. During the term of this Agreement, all uses of the Event Trademarks shall inure to the benefit of Organizer, and to the benefit of U.S. Cellular to the extent Event Trademarks include U.S. Cellular Trademarks. Thereafter, use of the Event Trademarks, as modified to exclude any U.S. Cellular Trademarks, shall inure solely to the benefit of Organizer. 4.4 Guidelines. U.S. Cellular may, at its option, provide Organizer with branding guidelines governing use of the U.S. Cellular Trademarks. Organizer shall comply with such branding guidelines. Section 5. Sponsorship Fee 5.1 U.S. Cellular shall pay Organizer the Sponsorship Fee in accordance with the schedule in Exhibit A, provided that Organizer invoices U.S. Cellular at least 30 days prior to the due date of any payment. 5.2 If the face of this Agreement indicates that Exhibit D is attached, any cellular products and services to be provided by U.S. Cellular, in addition to the Sponsorship Fee, shall be set forth on Exhibit D. Section 6. Term 6.1 This Agreement shall begin as of the Effective Date and continue for the term on the face of this Agreement. 6.2 If the face of this Agreement indicates that U.S. Cellular shall have a right to renew or a right of first refusal, U.S. Cellular shall have a right to renew this Agreement for an additional term or a right of first refusal of any proposals regarding any comparable sponsorship for a specified period on the terms set forth in Exhibit B. If U.S. Cellular has a right of first refusal, Organizer shall submit such proposals to U.S. Cellular in writing. Within 30 days, U.S. Cellular may decline, accept the proposal on essentially the same terms and conditions, or provide a counter-proposal. Section 7. Termination 7.1 By U.S. Cellular. U.S. Cellular may terminate this Agreement on notice to Organizer: (a) On a material breach by Organizer. Such termination shall be effective fifteen days after the date of such notice (unless a greater period is specified in the notice) unless Organizer cures the breach within such period. A material breach includes, without limitation: (1) Any representation or warranty by Organizer contained in this Agreement that is false or misleading in any material respect. (2) Organizer's default in the performance or observance of the terms of Section Error! Reference source not found. or any other material term of this Agreement. The cure period shall not apply to any breach that by its nature is not capable of cure. (b) hrunediately if: (1) Organizer fails to conduct the Event. (2) Organizer ceases to possess the authority to sanction, organize, administer, conduct, or promote the Event. (3) Organizer has: (A) proceedings in bankruptcy, reorganization, receivership, or dissolution initiated by or against it; (B) makes an assignment for the benefit of its creditors; (C) admits in writing that it is unable to pay its debts generally as they become due; or (D) winds up or liquidates its business. (4) Organizer, its agents, or others associated with the Event, become involved in or have at any time been involved in scandalous, criminal, notorious, or 4 U.S. CELLULAR EVENT SPONSORSHIP AGREEMENT This Agreement is made between United States Cellular Corporation ("U.S. Cellular"), a Delaware corporation, and the organizer identified below ("Organizer"). Organizer shall provide the services identified herein, in accordance with the Terms and Conditions and the Exhibits identified below, which are attached to and made a part of this Agreement. Organizer: Event: Effective Date: Term Of Agreement: Renewal or First Refusal Right (if checked): Sponsorship Fee: Exhibits Attached (if checked): Addresses for Notice: City of Ukiah, a California municipal corporation.. 2008 Sunday in the Park Concerts, as more fully described in Exhibit A. April 1, 2008. Effective Date to August 31, 2008. Right to renew, as set forth in Exhibit B. RX Right of first refusal, as set forth in Exhibit B. $5,000.00, payable as set forth in Exhibit A. X X X Exhibit E - Other Terms U.S. Cellular: U.S. Cellular Corporation 4700 South Garnett Road Tulsa, Oklahoma 74146 Attention: Sergio Apodaca, Sponsorship and Event Manager Organize : City of Ukiah Sundays in the Park Concerts 411 West Clay Street Ukiah, California 95482 Attention: Jane Chambers, City Manager Exhibit A - Event Exhibit B -Promotional Benefits Exhibit C -Trademarks Exhibit D -Cellular Pro ducts and Services With a copes: Stephen P. Fitzell, Esq. Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 U.S. CELLULAR EVENT SPONSORSHIP AGREEMENT TERMS AND CONDITIONS Section 1. Event 1.1 Organizer shall and will continue to sanction, organize, administer, conduct, and promote, during the term of this Agreement, the event or events described on Exhibit A ("Event"), which shall be of a quality at least comparable to the quality of other similar events. 1.2 Organizer shall: (a) Provide the promotional benefits in Exhibit B. (b) Create, administer, promote, publicize, and disseminate information concerning the Event in a timely fashion. (c) Assist U.S. Cellular in its communications concerning its sponsorship. (d) Cooperate with U.S. Cellular, its agencies, and other media in promoting and conducting the Event. 1.3 Organizer recognizes the importance of U.S. Cellular's sponsorship to U.S. Cellular's public image and business reputation. Organizer shall use its best efforts to ensure that the actions of Organizer, its agents, and others associated with the Event do not damage, detract from, or reflect unfavorably on U.S. Cellular's public image, good will, or business reputation. 1.4 As between Organizer and U.S. Cellular, Organizer shall be solely responsible for production of the Event, including entering into any agreements and obtaining permissions regarding the production, broadcast, facilities, or site of the Event, and any damage that results therefrom. Section 2. Grant of Rights Organizer grants to U.S. Cellular the sponsorship rights described in Exhibit B. Section 3. Advertising and Merchandising 3.1 All material designed to publicize, advertise, promote, disseminate information regarding, or otherwise refer to the Event or U.S. Cellular's sponsorship, including: signs, press materials, brochures, tickets, media advertising of any type, such as radio and television commercial announcements, and print advertising ("Advertising and Promotional Materials") and material designed to publicize, advertise, promote, or otherwise refer to the Event or U.S. Cellular's sponsorship, other than "Advertising and Promotional Materials," including but not limited to equipment, uniforms, Event programs, clothing, souvenirs, and memorabilia ("Promotional Merchandise"), whether or not specifically identified as such, shall: (a) Be of a high standard of quality at least comparable to the quality used for other similar events. (b) Be of a style, appearance, and quality as to suit the best exploitation of the Event. (c) Bear appropriate trademark and copyright notices. 2 (d) Be free from product defects, merchantable, and fit for its particular purpose. 3.2 U.S. Cellular shall have the royalty-free right to produce, sell, and distribute Promotional Merchandise, including Promotional Merchandise bearing Organizer Trademarks, in advertising and promoting the Event and its sponsorship. Any such Promotional Merchandise that bears Organizer Trademarks shall be subject to Organizer's approval, which shall not be -.unreasonably withheld. 3.3 Organizer shall have the royalty-free right to produce, sell, and distribute Promotional Merchandise bearing U.S. Cellular Trademarks in advertising and promoting the Event. Such merchandise shall be subject to U.S. Cellular's approval. Except for Organizer Trademarks and Event Trademarks, Organizer shall not place any other trademark, service mark, name, logo or design on Promotional Merchandise bearing U.S. Cellular Trademarks without U.S. Cellular's prior written consent. 3.4 If any Promotional Merchandise manufactured distributed, or sold by either party shall be defective in material or workmanship or otherwise fail to conform with the terms of this Agreement, the other party may, in addition to its other rights, require destruction of such goods or the alteration to remove the trademarks therefrom, at the sole expense of the owner of such merchandise. 3.5 If U.S. Cellular desires to purchase any Promotional Merchandise that Organizer has licensed a third party to produce, sell, or distribute, Organizer shall require such licensee to sell such merchandise to U.S. Cellular without Organizer's royalty thereon. Organizer and licensee shall certify the amount of any royalty applicable to such merchandise. Section 4. Trademarks 4.1 U.S. Cellular Trademarks. As between the parties, U.S. Cellular trade naives, trademarks, service marks, and logos, including those identified on Exhibit C ("U.S. Cellular Trademarks") are and shall remain the property of U.S. Cellular. Organizer may use U.S. Cellular Trademarks solely for the purposes of advertising and promoting the Event, subject to U.S. Cellular's prior written approval of such uses. Organizer shall not register, apply to register, or claim any rights in any U.S. Cellular Trademarks. All uses of U.S. Cellular Trademarks by Organizer shall inure solely to the benefit of U.S. Cellular. 4.2 Organizer Trademarks. As between the parties, Organizer trade names, trademarks, service marks, and logos, including those identified on Exhibit C ("Organizer Trademarks") are and shall remain the property of Organizer. U.S. Cellular may use Organizer Trademarks in advertising and promoting the Event and U.S. Cellular's sponsorship, subject to Organizer's prior written approval of such uses. All uses of Organizer Trademarks by U.S. Cellular shall inure solely to the benefit of Organizer. 4.3 Event Trademarks. As between the parties, any Event trade names, trademarks, service marks, and logos (if any) identified on Exhibit C ("Event Trademarks") are and shall remain the property of Organizer. Organizer shall use Event Trademarks solely for the purposes of advertising and promoting the Event during the term of this Agreement. U.S. Cellular may use Event Trademarks in advertising and promoting U.S. Cellular's sponsorship. During the term of this Agreement, all uses of the Event Trademarks shall 'enure to the benefit of Organizer, and to the benefit of U.S. Cellular to the extent Event Trademarks include U.S. Cellular Trademarks. Thereafter, use of the Event Trademarks, as modified to exclude any U.S. Cellular Trademarks, shall inure solely to the benefit of Organizer. 4.4 Guidelines. U.S. Cellular may, at its option, provide Organizer with branding guidelines governing use of the U.S. Cellular Trademarks. Organizer shall comply with such branding guidelines. 3 i ' Section 5. Sponsorship Fee 5.1 U.S. Cellular shall pay Organizer the Sponsorship Fee in accordance with the schedule in Exhibit A, provided that Organizer invoices U.S. Cellular at least 30 days prior to the due date of any payment. 5.2 If the face of this Agreement indicates that Exhibit D is attached, any cellular products and services to be provided by U.S. Cellular, in addition to the Sponsorship Fee, shall be set forth on Exhibit D. Section 6. Terin 6.1 This Agreement shall begin as of the Effective Date and continue for the term on the face of this Agreement. 6.2 If the face of this Agreement indicates that U.S. Cellular shall have a right to renew or a right of first refusal, U.S. Cellular shall have a right to renew this Agreement for an additional term or a right of first refusal of any proposals regarding any comparable sponsorship for a specified period on the terms set forth in Exhibit B. If U.S. Cellular has a right of first refusal, Organizer shall submit such proposals to U.S. Cellular in writing. Within 30 days, U.S. Cellular may decline, accept the proposal on essentially the same terms and conditions, or provide a counter-proposal. Section 7. Termination 7.1 By U.S. Cellular. U.S. Cellular may terminate this Agreement on notice to Organizer: (a) On a material breach by Organizer. Such termination shall be effective fifteen days after the date of such notice (unless a greater period is specified in the notice) unless Organizer cures the breach within such period. A material breach includes, without limitation: (1) Any representation or warranty by Organizer contained in this Agreement that is false or misleading in any material respect. (2) Organizer's default in the performance or observance of the terms of Section Error! Reference source not found. or any other material term of this Agreement. The cure period shall not apply to any breach that by its nature is not capable of cure. (b) Immediately if: (1) Organizer fails to conduct the Event. (2) Organizer ceases to possess the authority to sanction, organize, administer, conduct, or promote the Event. (3) Organizer has: (A) proceedings in bankruptcy, reorganization, receivership, or dissolution initiated by or against it; (B) makes an assignment for the benefit of its creditors; (C) admits in writing that it is unable to pay its debts generally as they become due; or (D) winds up or liquidates its business. (4) Organizer, its agents, or others associated with the Event, become involved in or have at any time been involved in scandalous, criminal, notorious, or disreputable activity that is likely to damage, detract from, or reflect unfavorably on U.S. Cellular's public image, good will, or business reputation. 7.2 By Organizer. Organizer may terminate this Agreement if U.S. Cellular fails to pay the Sponsorship Fee. Such termination shall be effective fifteen business days after the date of such notice (unless a greater period is specified in the notice) unless U.S. Cellular cures the breach within such period. 7.3 Consequence of Termination. On any termination of this Agreement, Organizer shall: (a) Take all action necessary to protect any property in Organizer's possession in which U.S. Cellular has an interest, including any property bearing U.S. Cellular Trademarks. (b) Take all reasonable steps to protect U.S. Cellular Trademarks, including immediately ceasing use of them. (c) At U.S. Cellular's request, take all action necessary to announce and publicize the discontinuation of U.S. Cellular's sponsorship. Section 8. Excusable Delays If the Event does not take place due ii whole or in part to any act of God or force majeure, including without limitation, weather, fire, flood, strike, labor dispute, or similar cause beyond the control of the parties, then U.S. Cellular shall be entitled to a refund of the Sponsorship Fee reduced by the value of any sponsorship benefits identified in Exhibit B (which value shall be a pro rata portion of the Sponsorship Fee) that were actually provided to U.S. Cellular, or a pro rata portion thereof if the Event took place in part. Organizer shall immediately notify U.S. Cellular and furnish all relevant details of any labor dispute or other occurrence that threatens to delay the Event. Section 9. Confidentiality U.S. Cellular and Organizer shall maintain in confidence the terms and conditions of this Agreement unless authorized by the other party in advance to disclose them. Section 10. Representations and Warranties 10.1 By U.S. Cellular. U.S. Cellular represents and warrants that: (a) It owns and has adopted and used U.S. Cellular Trademarks. (b) It has full power and authority to enter into this Agreement, grant the rights granted hereunder, and perform its obligations as set forth herein and the person signing this Agreement on its behalf has the authority to do so. 10.2 By Organizer. Organizer represents and warrants that: (a) It has and will continue to have the authority to sanction, organize, administer, conduct, and promote the Event. (b) It owns and has adopted and used, or has and will continue to have the right to license, Organizer Trademarks and Event Trademarks. (c) It has full power and authority to enter into this Agreement, grant the rights granted hereunder, and perform its obligations as set forth herein and the person signing this Agreement on its behalf has the authority to do so. Section 11. Indemnification 11.1 By U.S. Cellular. U.S. Cellular shall defend, indemnify, and hold harmless Organizer and Organizer's officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government procedures, costs, and expenses, including reasonable attorneys' fees and costs of suit, arising out of any misrepresentation or breach by U.S. Cellular of any representation, warranty, obligation, or covenant of this Agreement. 11.2 By Organizer. Organizer shall defend, indemnify, and hold harmless U.S. Cellular and U.S. Cellular's officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government procedures, costs, and expenses, including reasonable attorneys' fees and costs of suit, arising out of: (a) Any misrepresentation or breach by Organizer of any representation, warranty, obligation, or covenant of this Agreement. (b) Any infringement of intellectual property rights or misappropriation of trade secrets. (c) Any violation of privacy and publicity rights or advertising injury or liability. (d) Any injury, including death, to the person or property of another or other damage occurring in cormection with the Event, unless caused by the negligence of U.S. Cellular. (e) All loss, damage, or expense whatsoever resulting from the execution or the performance of this Agreement that constitutes a breach of any obligation of Organizer to a third party. (f) Any use of U.S. Cellular products or services provided to Organizer tinder this Agreement. 11.3 The party seeking to be indemnified ("Indemnified Party") shall give prompt notice to the other ("Indeinunifying Party") of any such claim, suit, or demand. Indemnifying Party shall thereupon be entitled to defend or settle the same through cotunsel of its own choosing and shall promptly notify hndenmified Party of its intention in this regard. However, Indemnifying Party may not settle any claims of infringement, misappropriation, violation of privacy or publicity rights or advertising injury or liability for other than money damages without the consent of the Indemnified Party, which shall not be unreasonably withheld. Indemnified Party shall cooperate with the Indemnifying Party u1 the defense. Inderrmified Party may conduct the defense itself, at Indenulifyi ng Party's expense, if Indemnifying Party has not notified Indemnified Party of its election in this regard within 30 days following notice by hndemlified Party of such matters. Section 12. Insurance 12.1 During the term of this Agreement and for one year thereafter, Organizer shall obtain and maintain at its own expense through the Redwood Empire Mtmicipal Insurance Fund, a California joint powers agency, coverage equivalent to the following commercial insurance policies: 6 (a) Commercial General Liability Insurance. (b) Workers Compensation (as required by law). Section 13. General 13.1 Relationship. Nothing in this Agreement shall be deemed to create a joint venture, partnership, agency, employment, or other relationship between the parties. 13.2 Entire Agreement. This Agreement is the parties' entire agreement with respect to its subject matter and supersedes any other agreements, written or oral relating to that subject matter. This Agreement may not be amended, modified, waived, or adjusted except in a writing signed by the parties. 13.3 Assi ign Went. Organizer may not assign or delegate any of its rights or obligations under this Agreement without U.S. Cellular's prior written consent. Any assignment or delegation made without such consent shall be void and of no effect. 13.4 Notice. All communications and notices hereunder shall be in writing addressed to a party at the address set forth on the face of this Agreement or at such other address as may be given in writing by either party. 13.5 No Implied Waivers. A party's waiver of its rights under this Agreement on one occasion shall not waive those rights on another occasion. 13.6 Remedies. The rights and remedies of this Agreement are intended to be cumulative and the exercise of one shall not waive the exercise of another. 13.7 Severability. If any provision of this Agreement is deemed to be invalid: (a) the remainder of this Agreement shall not be deemed invalid, and (b) this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it valid while preserving its intent or, if such a modification is not possible, substituting another valid provision so as to materially effectuate the parties' intent. 13.8 Use of Agreement in Electronic_ Format. The parties agree that U.S. Cellular may: (a) convert this Agreement to electronic form, (b) retail it solely in such form, and (c) in the event of any dispute, provide it in such form or a copy from such form. The parties further agree that the Agreement in such form (or a copy) shall not be denied legal effect, validity, or enforceability due to its form and shall meet any requirement to provide an original. 13.9 Goveming Law. This Agreement shall be governed by the laws of the State of California, without regard to its conflicts of law rules. IN WITNESS WHEREOF, the parties have executed this Agreement by their respective authorized representatives as of the date first set forth above. ~f United States Cellular C ti n By: Tom Jenkins, Direct r of Mark t, -West Region Date: l O e U.S. CELLULAR EVENT SPONSORSHIP AGREEMENT Exhibit A Event The Event shall consist of the following minimum elements: Section 1. Description The 2008 Sundays in the Park concert Series will consist of six concerts all of which will be free for attendees. Section 2. Title Sundays in the Park Concerts Section 3. Site The Event will take place at Todd Grove Park in Ukiah, CA or at another suitable location reasonably acceptable to U.S. Cellular ("Site"). Section 4. Date The Series will run from the middle of June through late-At%L.st with a total of 6 concerts. Finalized dates and artist will be made available in April 2008. Section 5. Payment Schedule Subject to Organizer providing an invoice as set forth in Section 5 of this Agreement, U.S. Cellular shall pay Organizer the Sponsorship Fee by June 1, 2008 A! x e U.S. CELLULAR EVENT SPONSORSHIP AGREEMENT Exhibit B Promotional Benefits Section 1. Benefits Provided By Organizer Organizer shall provide the following services, benefits, and privileges to U.S. Cellular, at no additional cost to U.S. Cellular (except as set forth below): 1.1 Exclusivity. (a) Organizer grants to U.S. Cellular its sponsorship rights and benefits on an exclusive basis in the wireless telecommunications category consisting of (1) wireless telecommunications services and (2) wireless telephone equipment. (b) Organizer shall not authorize any manufacturer, seller, distributor, or dealer of any wireless telecommunications services or equipment, or any affiliate of the foregoing that operates under the same or substantially similar trade name: (1) To be a sponsor of the Event or any portion of the Event. (2) To advertise or promote itself or its products or services: (A) u1 any permanent or temporary signs at the Site; (B) in connection with any advertising that Organizer controls; (C) in connection with U.S. Cellular's sponsorship rights or benefits; or (D) in connection with any marketing or promotion at the Site. 1.2 Right of First Refusal. The period of U.S. Cellular's right of first refusal shall be during the term of this Agreement and for three months thereafter. 1.3 Approval Eights. U.S. Cellular may review and approve in advance all Advertising and Promotional Materials and Promotional Merchandise that contain U.S. Cellular Trademarks and any Event Trademarks developed by Organizer and not identified on Exhibit C. 1.4 Sponsorship Identification. Organizer designates U.S. Cellular as a sponsor of the Event. (a) Advertising and Promotional Materials. Organizer shall include a reference to U.S. Cellular's sponsorship u1 all Advertising and Promotional Materials that reference any other Event sponsors including: (1) The City of Ukiah Summer Recreation Guide (mailed directly to over 19,000 homes in the Ukiah Valley and surrounding communities). (2) On an insert included with City of Ukiah utility bills, mailed to approximately 8,000 homes (3) Prominently on Event posters and Event shirts. (4) In newspaper advertising for the Event. (b) On-Site Sigis. Organizer shall display one 3' x 6' banner at the front of the main stage during each concert in the Event. U.S. Cellular shall provide the artwork. Organizer may not place any U.S. Cellular sign in proximity to the advertising of any manufacturer, seller, distributor, or dealer of telecommunications services or telephone equipment. Organizer shall produce and maintain the sign. (c) Web Site. Organizer shall include on Organizer's 2008 Sundays in the Park web site for the Event: (1) a reference to U.S. Cellular's sponsorship, (2) the U.S. Cellular logo, and (3) a link to U.S. Cellular's web site. U.S. Cellular shall provide the U.S. Cellular logo and link. (d) Radio Broadcast. Organizer shall provide priority placement on all radio spots, approximately 75 per week for 14 weeks, on KWINE (94.5 FM) and KMAX (840 AM). 1.5 Stage recognition. Organizer shall recognize U.S. Cellular at the begirm ng and the intermission of each concert of the Event from the maul stage. 1.6 On-Site Display. Organizer shall provide at least 10'x 10' display space at a mutually agreed, but prominent location at the Site for use by U.S. Cellular to exhibit and promote U.S. Cellular's goods and services. In addition, Organizer shall provide secure storage for materials used for the display. 1.7 Hospitality. U.S. Cellular to receive a thank you plaque and dinner for up to six people at the end of season reception. 1.8 Tickets. Organizer shall provide a roped off area reserved for U.S. Cellular at a mutually agreed concert. Section 2. U.S. Cellular's Promotional Rights U.S. Cellular shall have the following promotional rights, provided that any materials, products, or services required with respect to U.S. Cellular's exercise of these rights shall be at U.S. Cellular's expense. U.S. Cellular may: 2.1 Refer to its sponsorship in Advertising and Promotional Materials, including on the U.S. Cellular web site. 2.2 Include on its web site a link to the Web Site; Organizer shall provide the Organizer logo and link. 2.3 Photograph or film the Event. Further, U.S. Cellular may use any of the photographs or film without territorial, time, use, or other limitation, subject only to the rights of third parties. 2.4 Conduct national or regional advertising and dealer promotion programs in connection with U.S. Cellular's sponsorship. Exhibit B, Page 2 U.S. CELLULAR EVENT SPONSORSHIP AGREEMENT Exhibit C Trademarks Section 1. U.S. Cellular Trademarks 1.1 The word mark: U.S. CELLULAR 1.2 The U.S. Cellular logo: r' ~~^y~ rQkl } I -t f~ li tl ~Y ~ T ~ Nothing u1 this Agreement shall be deemed to give Organizer any right to use or claim any rights in the U.S. Cellular Trademarks, except as explicitly provided for in this Agreement. Section 2. Organizer Trademarks 2.1 The word mark: CITY OF UKIAH 2.2 The City of Ukiah logo. Nothing in this Agreement shall be deemed to give U.S. Cellular any right to use or claim any rights in the Organizer Trademarks, except as explicitly provided for in this Agreement. Section 3. Event Trademarks 3.1 The word mark: SUNDAYS IN THE PARK and 2008 SUNDAYS IN THE PARK 3.2 The Sundays in the Park logo. Organizer claims no rights in the word "U.S. Cellular" contained in any Event Trademarks, as more fully set forth in this Agreement.